Preheat oven to 350°F

Use 3 cups of milk, approx 1/2-1 cup of water, 1/4 stick of butter, and salt. Boil macaroni 80% - 85% to completion.

Let macaroni cool. drain & pour in glass dish

Sprinkle a small handful of mozzarella on the noodles. mix & set aside.

As sauce heats up but not yet boiling (2-3 mins), slowly add mild cheddar cheese cubes 2-3 at a time.

Continue adding cheese cubes to sauce until all cubes are melted into sauce. should be smooth with no lumps. DO NOT BOIL. Stay at low heat to keep from burning cheese sauce

Add mushroom slices to sauce & stir for 2-3 more mins. Remove from heat.

Add sauce to elbow macaroni in pan, making sure to not over fill to top.

Add a handful of cheese (approx 1 cup) over the top.

(optional) add a little sour cream on top or make it a late night munchie favorite by adding fries too!